Unassociated Document


    PRODUCER
      AGREEMENT

    


    This
      PRODUCER AGREEMENT (“Agreement”) is entered into and effective as August 1, 2007
      between Buzz Kill, Inc. whose principal place of business is 4 Park Avenue,
      Suite 16K, New York, New York, 10016 (“Company”), and Thomas Hanna, who resides
      at 4 Park Avenue, Suite 16K. New York, New York, 10016
      (“Producer”).

    


    1.           ENGAGEMENT:
      Company
      hereby engages the services of Producer upon the terms and conditions set forth
      herein to render producing services in connection with the feature-length
      theatrical motion picture tentatively entitled “Buzz Kill” (the
“Picture”).

    


    2.           ABANDONMENT:
      Company
      may (at its sole discretion) abandon the Picture at any time without further
      obligation to Producer other than payment of any compensation then accrued
      and
      earned by Producer pursuant to Paragraph 4.1 below.

     

    3.           SERVICES

     

    3.1           Preparatory
      Services:
      Commencing on the date hereof, Producer agrees to provide its services in
      connection with the preparation of the Picture. Producer's preparatory services
      shall include, without limitation, scouting and securing locations, preparing
      boards and budgets, assisting with casting, organizing the selection and hiring
      of crew members (subject to Company’s mutual approval), and such other services
      as are required by Company in connection with the preparation of the
      Picture.

    


    3.2           Production
      and Post- Production Services:
      If
      Company sets the Picture for production, Company shall engage Producer to
      furnish general producing services; it being understood that the Picture shall
      be deemed “set for production” when the final screenplay and budget have been
      approved by Company, the principal cast and creative personnel have been engaged
      and a definite start date has been scheduled by the Company for commencement
      of
      principal photography. Producer shall render nonexclusive services commencing
      two (2) weeks prior to the scheduled starting date of principal photography
      and
      shall continue thereafter until such time as Producer has completed all services
      in connection with "wrapping" the Picture. Producer shall not render any outside
      services that would interfere with the completion of the Picture within the
      time
      required by Company.

    


    4.           COMPENSATION:
      On
      condition that Producer fully and faithfully performs all of the services,
      duties and obligations required to be performed hereunder and that Producer
      is
      not in material default hereunder, and subject to Company’s rights of suspension
      and/or termination on account of Producer's disability or default or an event
      of
      force majeure (as more particularly set forth in Exhibit “A” attached hereto),
      and subject to Company’s right of suspension and/or termination on account of
      Producer’s default, disability or an event of force majeure, Producer shall
      become “pay and play” upon the earlier to occur of : (i) commencement of
      principal photography of the Picture, or (ii) Company’s receipt of a
      fully-executed copy of the Agreement. Company agrees to pay to Producer and
      Producer agrees to accept, as full and complete compensation for all
      undertakings and services of Producer hereunder and for all of the rights
      granted to Company hereunder, the following compensation:

    


    4.1           Compensation
      for Production Services:
      An
      amount equal to five percent (5%) of the actualized budget for the Picture,
      which shall be paid as follows: fifty percent (50%) upon "wrapping" of the
      Picture; and fifty percent (50%) upon delivery of the Picture. In the event
      the
      Company does not have the funds to pay Producer in accordance with the foregoing
      sentence, any amounts owed Producer shall be paid to Producer as Deferral to
      due
      and payable in accordance with the Definition and Application of Proceeds to
      be
      attached herein as Exhibit "B".

    


    The
      foregoing compensation is an all-inclusive flat fees and no additional
      compensation shall be payable by reason of added days, re-shoots, overtime,
      weekend work, holidays, etc.

    


    4.2           Deferral:
      A
      deferral (a "Deferral") in the amount of One Hundred Fifty Thousand Dollars
      ($150,000) which shall be due and payable in accordance with the Definition
      and
      Application of Proceeds to be attached hereto: as Exhibit "B".

    


    4.3           Contingent
      Compensation:
      An
      amount equal to the remaining percentage of any "Net Proceeds" generated by
      the
      Picture after deducting “off-the-top" of all third party profit participations,
      including, without limitation, profit participations to the financiers,
      writer/director, producers, talent and crew, if any, in consideration services
      rendered with respect to the Picture. “Net Proceeds" shall be defined, computed,
      accounted for and paid in accordance with Company’s standard definition of Net
      Proceeds which is attached hereto as Exhibit "C" and made a part hereof, but
      in
      no event in a manner less favorable than for any other party receiving "Net
      Proceeds" or any other form of contingent compensation. Company makes no
      representation that the Picture will generate any Net Proceeds, or any
      particular amount Net Proceeds.

    


    5.           TRAVEL
      EXPENSES:
      If
      Company requires Producer to render services in connection with the Picture
      at
      an overnight location more than fifty (50) miles from such person’s principal
      residence, Company shall: (i) furnish, or reimburse the Producer for the cost
      of
      (at Company’s election), one (1) round trip transportation, by air if
      appropriate, in the class no less favorable than for director or any other
      producer, between such residence (or from wherever Producer then may be, if
      closer) and where such services arc required; (ii) reasonable accommodations
      (room and tax only); (iii) exclusive ground transportation; and (iv) a per
      diem
      allowance (which allowance shall be inclusive of all of Producer’s living and
      other expenses) in an amount which shall be determined in Company's good faith
      discretion but which in no event shall be less favorable than the per diem
      allowance payable to any individual in connection with the Picture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           CREDIT:
      (a)    a “Produced by” credit in substantially the following
      form: "Produced By: Thomas Hanna" which shall appear (i) on screen, in the
      main
      titles of the Picture, in first position and (ii) in paid advertising whenever
      the writer and/or director’s credit appears (subject to the customary
      exclusions) and in a size, style and appearance of type no less than 100% of
      that accorded the writer and/or director). Company's obligation hereunder to
      accord credit in paid advertising shall be subject to usual and customary
      exclusions of Company (and/or any third party distributors) of the Picture.
      Notwithstanding the foregoing, Producer shall receive credit in any so-called
      "Excluded Advertising" in which any other producer and/or executive producer
      receives credit (except award, nomination and/or congratulatory advertisements
      where the honoree is the only individual named).

    


    (b)           A
      production credit in substantially the following form: “[TBD] Production” (i) on
      screen, on a single card, immediately following the Presentation/In association
      credit(s) and immediately preceding the "film by" credit, if any, accorded
      the
      writer/director of the Picture in the main titles of the Picture; (ii) in all
      paid advertising whenever the full billing block of credits appear (subject
      to
      the customary exclusions); and (iii) Producer’s “static logo" shall appear in
      the billing box for the Picture.

    


    (c)           Except
      as provided herein, all aspects of the above credits to be accorded Producer
      shall be in the Company's sole discretion. No casual or inadvertent failure
      of
      the Company to comply with the provisions of this Agreement regarding credit,
      and no failure of any third party to comply with such obligations, shall
      constitute a breach of this Agreement by the Company, however, Company shall
      use
      good faith efforts to contractually obligate third parties, including, without
      limitation, the distributor(s) of the Picture, to comply with the provisions
      contained in this paragraph. Upon receipt of written notice from Producer of
      any
      failure by the Company to comply with any applicable credit provisions, the
      Company shall use good faith efforts to cure prospectively or to cause a
      prospective cure of any such failure. In no event shall the Company be liable
      or
      responsible for any acts or omissions with respect to credits by any independent
      exhibitor, non-subsidiary distributor or sub-distributor, newspaper, magazine,
      television station, record company or any other independent person, firm or
      entity, provided, however, that upon receipt of written notice from Producer
      the
      Company shall use good faith efforts to cause any of the foregoing to cure
      prospectively any such failure to comply.

    


    7.
      NOTICES
      AND PAYMENTS:
      All
      notices and payments required hereunder shall be in writing and shall be given
      either by personal delivery, facsimile (with reasonable confirmation of
      delivery), telegram or telex (toll prepaid) or by registered or certified mail
      (postage prepaid), and shall be deemed given hereunder on the date delivered,
      telefaxed, telegraphed or telexed or a date forty eight (48) hours after the
      date mailed if posted to an address within the country of posting and five
      (5)
      days if otherwise. Until further notice, the addresses of the parties shall
      be
      as follows:

    


    
      	
              PRODUCER

            	
              COMPANY

            
	
              Thomas
                Hanna

            	
              4
                Park Avenue, Suite 16K

            
	
              4
                Park Avenue, 16K

            	
              New
                York, NY 10016

            
	
              New
                York, NY 10016

            	
              Attn:
                Thomas Hanna

            
	
               
                

            	
               
                

            
	
              With
                a copy to:

            	
              With
                a copy to:

            
	
               
                

            	
              Emerson
                E. Bruns, PLLC

            
	
               
                

            	
              1790
                Broadway, 20th
                Floor

            
	
               
                

            	
              New
                York, NY 10019

            
	
               
                

            	
              Attn:
                Emerson E. Bruns, Esq.

            


    

     

    8.           PREMIERES/FESTIVALS:
      Upon
      condition that Producer performs all material services and obligations required
      to be performed by Producer hereunder, and provided that Producer is not in
      material default hereunder, Company shall invite Producer and one (1) guest
      to
      attend all celebrity premieres, and all major film festivals, if any, of the
      Picture or at which the Picture is screened. In the event such premiere(s)
      or
      festival(s) is more than fifty (50) miles from Producer’s then current place of
      residence, Company shall use reasonable good faith efforts to require the
      distributor of the Picture to provide Producer with the following: (i) two
      (2)
      round-trip, first-class air transportation, if available and if used; (ii)
      first-class hotel accommodations (room and tax only); (iii) exclusive ground
      transportation; and (iv) reasonable expenses incurred in connection with or
      arising from the attendance of Producer at any such premiere or festival.
      Notwithstanding the foregoing, in the event that the Company provides
      transportation, accommodation or a per diem for any other person to attend
      any
      of the foregoing, Company shall provide the same to Producer on terms no less
      favorable than those provided to any other person.

    


    9.           DVD
      COPY FOR PRIVATE USE:
      Upon
      condition that Producer shall substantially perform all of the material services
      and obligations required to be performed by Producer hereunder and that Producer
      is not in material default hereunder. Company shall furnish Producer (for
      Producers private, non-commercial use) with one (1) DVD copy of the Picture,
      when the same is manufactured and generally commercially available.

    


    10.           APPROVALS:
      Producer and Company acknowledge and agree that Producer and Company shall
      have
      all mutual approval over all aspect of production, including, without
      limitation, with respect to the key creative elements, key crew, the budget,
      editing and the distribution/theatrical release of the Picture.

    


    11.           STANDARD
      TERMS AND CONDITIONS:
      All
      other terms and conditions of Lender’s and Producers engagement hereunder are
      set forth in the Standard Terms and Conditions attached hereto as Exhibit "A,"
      which Standard Terms and Conditions are by this reference incorporated herein
      and made a part of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

    


    BUZZ
      KILL, INC.:

    


    


    By:
      /s/
      Thomas
      Hanna                   

    An
      Authorized Signatory

     

     

       /s/Thomas
      Hanna                   

    THOMAS
      HANNA